SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
to
Schedule 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
RJR NABISCO HOLDINGS CORP.
(Name of the Issuer)
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RJR NABISCO HOLDINGS CAPITAL TRUST I
(Name of Person(s) Filing Statement)
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SERIES B DEPOSITARY SHARES, EACH REPRESENTING
1/1000 OF A SHARE OF SERIES B CUMULATIVE PREFERRED STOCK
(Title of Class of Securities)
74960K 70 2
(CUSIP Number of Class of Securities)
Jo-Ann Ford, Esq.
RJR Nabisco Holdings Corp.
1301 Avenue of the Americas
New York, New York 10019
(212) 258-5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person Filing Statement)
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Please address a copy of all communications to:
David W. Ferguson, Esq. David J. Sorkin, Esq.
Davis Polk & Wardwell Simpson Thacher & Bartlett
450 Lexington Avenue 425 Lexington Avenue
New York, New York 10017 New York, New York 10017
(212) 450-4000 (212) 455-2000
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August 14, 1995
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
AMENDMENT NO. 3 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
This Amendment No. 3 dated September 29, 1995 supplements the Issuer
Tender Offer Statement on Schedule 13E-4 filed with the Securities and
Exchange Commission (the "Commission") on August 9, 1995 and amended on
August 11 and September 20, 1995, by RJR Nabisco Holdings Capital Trust I
(the "Trust") in connection with the filing under the Securities Act of 1933,
as amended, of a registration statement on Form S-4 (the "Registration
Statement") regarding an exchange offer (the "Offer") to holders of Series B
Depositary Shares, each representing 1/1000 of a share of Series B Cumulative
Preferred Stock (the "Depositary Shares") of RJR Nabisco Holdings Corp.
("Holdings"). A copy of the Prospectus dated August 11, 1995 (the
"Prospectus"), which is contained in the Registration Statement (Registration
Nos. 33-60415 and 33-60415-01) declared effective by the Commission on August
11, 1995, was incorporated by reference in the original Schedule
13E-4.
The Offer terminated at 12:00 Midnight, New York City time, on Friday,
September 15, 1995. A total of 37,956,060 Depositary Shares (aggregate
liquidation amount, $948,901,500) were tendered and accepted in the Offer.
In exchange therefor, the Trust issued 37,956,060 of its 10% Trust Originated
Preferred Securities(SM) (TOPrS(SM)) (aggregate liquidation amount,
$948,901,500). Depositary Shares in the amount of 12,043,940 (aggregate
liquidation amount, $301,098,500) were not tendered in the Offer and
remain outstanding.
Page 2 of 3 pages
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: September 29, 1995 RJR NABISCO HOLDINGS CAPITAL TRUST I
By: RJR Nabisco Holdings Corp.,
as Sponsor
By /s/ Jo-Ann Ford
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Name: Jo-Ann Ford
Title: Senior Vice President,
Law and Secretary
Page 3 of 3 pages
